A Lovely Night Indoors
by Merral D'Avanos
Summary: A week of rain has forced everypony indoors. Why not make the most of it?
1. Chapter 1

Chapter 1

It had been a while since all the girls has gotten together on a lazy Saturday night just to hang out. The weather had been a bit stormy all day due to the worrisome possibility of drought. The weather crews all over Equestria were busy the past week with dividing up the rain clouds for the fertile lands. Since most ponies were spending the week indoors, Twilight had suggested that all the girls gather together for a fun little night of doing absolutely nothing productive. Of course, doing absolutely nothing productive had been Rainbow Dash's suggestion. It seemed only fitting to everyone else, and Twilight finally agreed. On that night, with Spike asleep in another part of the house to keep away from the noise, they all found themselves inside Twilight's home.

"Are ya'll sure bout this, Twi?' AppleJack asked, standing next to a small bubbling beaker full of something dark brown while giving her friend a very skeptical look. Her hat was pulled down over her face a bit to shield herself just in case. "Ah mean, ah did say ah wanted uh little pick-me-up fer tonight, but…"

Twilight waved her hoof in the air as if this was an everyday occurrence. "Trust me, AppleJack. This little potion of mine will be sure to remedy all of your fatigue."

With her nose sticking out as far as possible, Rainbow Dash took a small sniff. Once the putrid smell entered her nostrils, she stuck out her tongue and made a gagging face. "Oh geez Twilight!" She complained, "It smells almost as bad as the backside of AppleJack's barn!" That rude observation produced a very angry glance from the blonde.

A very weary white pony sat on her haunches, leaning away as far as possible from the strange concoction on the table. "I'm afraid I must agree with Rainbow Dash." Rarity said, waving her hoof in front of her face, trying not to be overtly impolite. "I am not entirely certain myself."

With hungry eyes, licking her lips and inching closer and closer to the beaker with her hooves waving menacingly above her head, Pinkie Pie reached out and tried to snatch up the beaker. Her efforts were fruitless as she fell to the ground on her face, the beaker hovering over the table while encased in glittering purple. "Sorry, Pinkie Pie. I think you've already had way too much." Twilight said in a matter of fact tone.

"Aw!" Pinkie Pie cried out, rubbing her nose, still staring at the beaker. Her body seemed to shake from the near overload levels of jittery energy.

There was a sudden loud pop from a rather large bubble, and a high pitched squeak was heard from under the table. Fluttershy covered her head with her hooves and trembled in fear, doing her very best to shield herself. The bubble had caused a large amount of foam to cover the table, and a bit splashed up into everypony's face. When Fluttershy mustered the courage to come out and look at her friends, she squealed yet again and hid back under the table.

"I know it doesn't smell so good," Twilight reasoned, wiping the foam off her face, "but it's perfectly safe. It's just a herbal tonic made from leaves Zecora gave me."

Rainbow Dash shook out her mane and covered her nose. "Twilighth, thith stuff is groth! It stinkth and it smellth worth than skunk!"

With a big sigh, AppleJack took her hat off and whipped the foam off the brim, putting it back on her head. "Ah'm uh might sorry, Twi. Ah know ya'll tried yer hardest tah help, but ah'd be lyin if ah said ah'd try that."

"Darling," Rarity put a hoof on Twilight's shoulder. "Please don't take this the wrong way, but maybe potion making isn't your forte. Magic? Absolutely. Potions? Well…at least not this particular potion."

Fluttershy eventually made her way up from under the table, keeping her eyes on the beaker while making a nauseated expression. "I'm so sorry…but…um…I think…um…I'm going to be sick…" He lamentation was almost inaudible due to her quiet voice.

"More for me!" Pinkie picked up the beaker with incredible speed and gulped down what was left, her pupils dilating as she slammed the beaker down on the table.

"Ugh…"Twilight put a hoof over her face and sighed. "I guess if Pinkie is the only one that likes it, than that's already a bad sign."

Using a hoof to wipe her face, Rainbow Dash accidentally touched her tongue. Upon suddenly tasting the horrible flavor, she coughed hard, sticking her tongue out. "Blech!" With both hooves, she wipes down the length of her tongue repeatedly.

"Ya'll don't need tah add yer mellowdrama, Rainbow." AppleJack furrowed her eyebrows and stared at her angrily. "Twilight worked really hard on that there potion." When she looked up to see Pinkie Pie standing on her head and kicking her haunches up and down like a frog, she groaned.

Rarity had already begun cleaning the table off in a delicate magical fashion, taking great care not to touch anything physically. Once everything had been stacked neatly together, she opened a window. "There. Now at least we can all breathe comfortably."

"Sorry about this, girls." Twilight said, wiping down the table. "Next time, I will try something from the beginners section instead of the expert's section of my potion's mastery book."

Pinkie Pie laughed and giggled more as she did a very uncomfortably looking worm crawl across the floor, but suddenly bounced straight up and ran with neck breaking speed into the bathroom. Fluttershy covered her head and shut her eyes tight as she felt the sudden gust of wind push her mane to the side.

"Now ah'm really glad ah didn't try it…" AppleJack shivered.

"Um…excuse me…Twilight?" Fluttershy gently pressed her hoof against Twilight's shoulder. "I'm really sorry…but…I think you're mane is…um, well…it's a little burnt."

With a glance up to her bangs, Twilight let out a sharp cry. "Ah!" She licked her hoof and pressed down on the still smoldering strands of hair.

Rainbow Dash started to laugh, hovering over the ground as she chuckled. Rarity ran passed her and put her hoof on Twilight's head. "This is not funny, Rainbow Dash!" She gasped. "This is an emergency!"

"Rarity, it's not that big of a deal." Twilight said. "Honestly. I'm not really bothered by it. It's just a few strands."

"Just a few strands!?" She exclaimed as AppleJack groaned, covering her face with a hoof. "It starts with a few strands! Then before you know it a whole lock of your mane is uneven!"

"Oh give me a break…"Rainbow sighed. "This is Twilight we're talking about. An egghead like her doesn't care about her mane."

Twilight smirked. "Oh Rainbow Dash, I had no idea you kept up with the latest fashions. How very polished of you." she said teasingly.

"What! No come on! I don't care about that kind of stuff!" She stopped hovering over the ground and turned away.

"But what about last week in Cloudsdale when you had your mane done to cheer on the Wonderbolts against the Cloudkickers?" Fluttershy asked with innocent curiosity.

"That's different, Fluttershy." She said. "I wasn't dolling myself up like Rarity. That was a sporting event. You're supposed to look silly."

"Oh…"

"Um, pardon me, dear Rainbow, but I do not doll myself up." Rarity said, pointing her nose up at the ceiling with poise, "I merely take care of my appearance to be presentable."

"Yeah, if by that you mean you spend half a day at the salon each week, then-"

"Now hold yer horses, girls." AppleJack interjected, cutting her off. "There ain't no need for nopony tah say something that might hurt somepony else's feelins."

Fluttershy agreed with a small nod and said, "Yes."

"How about we fix your mane, Twilight." Rarity suggested. "I just cannot in good conscious allow your mane to suffer through such an ordeal unattended."

"That sounds good with me." Twilight said. "I don't mind. It'll be like a makeover!"

Rainbow Dash was about to sigh heavily with disappointment, but a seemingly brilliant idea had planted its roots in her mind. "Oh good idea." she said. "Hey AJ, let me do your mane."

"Nice try, Rainbow." AppleJack replied with a chuckle. "With that little smirk ya'll got on yer face, ah can't say ah trust ya completely."

"Aw, come on AJ." she sighed, trying desperately to keep her giggle under wraps. "I promise I won't do anything weird to your mane."

She sighed, and slowly took her hat off. "Ya'll better not try nothing."

Rainbow Dash quickly sat behind AJ and smirked mischievously at Twilight and Rarity. As Twilight's mane slowly went Rarity's hooves, they both looked at each other with apprehension, but thought to themselves that it would be more interesting to see if Rainbow actually would try something. Fluttershy just sat in between both groups, looking back and forth nervously.

"Are you girls playing a game?" Said a shouting voice from the bathroom.

The rest of the girls giggled and looked towards the bathroom. Rainbow Dash smirked and yelled back, "Yeah Pinkie! You're missing all the awesome fun were having!"

The sounds of frantic panic could be heard from the bathroom as Pinkie shouted back, "No fair! Wait for me!" They all laughed again.

Rarity eyed Twilights mane with a ponderous look. "Hm…" she muttered. "Say Twilight, I've often wondered. Do you by chance happen to highlight your mane?"

"No not really." she replied. "It's always been like that. Even when I was a filly."

"I see." Rarity said. "It is quite lovely. Fits your complexion quite well."

"It does look nice." Fluttershy agreed, smiling up at the both of them.

"Ow!" AppleJack grumbled as she turned around to face the grinning blue pony behind her. "Rainbow, what did ya'll do?!" All the girls in the room had been expecting to see a monstrosity in AppleJack's mane, but instead, two braided locks of her mane had been twisted loosely together behind her head. The two braids hung gently across her neck and held her mane back away from her face. It was, to everypony's surprise, quite a lovely new contrast with the golden blonde.

At that moment, Pinkie came bouncing in the room. It took a second for her to notice everyone's unwavering gaze at AppleJack, and she gasped with surprise. "Ooooh. AppleJack, your mane looks super duper cute!"

With anger turning into confusion, Applejack got up and looked at her reflection in a window. She turned from side to side with a surprised expression. "Rainbow…" she said, stuttering. "How 'n poppy seeds did ya manage tah do this?"

Rarity couldn't help but gawk. "It is simply fabulous!" she nearly squealed.

"Yeah." Twilight nodded. "It actually looks really pretty good."

Rainbow Dash shrugged her shoulders and crossed her arms, trying to play off the fact that she was inwardly embarrassed. "I'm not completely brainless when it comes to looks."

"Ah guess ya ain't." AppleJack said. "It's…nice." Everypony nodded in near unison.

"Rainbow Dash…" Twilight spoke up, putting a hoof on Dash's shoulder. "You didn't do this just because I teased you earlier, did you?"

"What?" Dash said, sounded just a tiny bit defensive. "No of course not. I just always had this thought that AJ might look cute with a couple braids."

AppleJack blushed a bit and felt a slight burning in her ears. "Uh…ya think ah'd be cute…" she said nervously, "…if ah had uh couple braids?"

It was Dash's turn to blush. Unlike Applejack, she did not carry herself as gracefully through her embarrassment. She flailed her hooves in the air and said, "No! Don't be ridiculous, AJ."

"But that's what ya'll just said." AppleJack pointed out, now feeling a bit confused.

"Yep Yep!" Pinkie nodded her head rapidly and pointed to Dash. "That's what you said alright! I heard it too!"

"Well…yeah ok that's what I said," Dash now sounded much more defensive. "But not like all weird anything. I just kinda sorta thought that maybe AJ might look…cute…if she maybe sorta had a couple braids."

Thankfully, Fluttershy rescued the poor embarrassed Rainbow Dash by adding her innocent opinion to the mix. "It does look very pretty." she said with a big smile. "I think it was a very good idea." Everypony nodded again in unison.

"Heh…" Dash stuttered a bit while waving her hoof in the air. "It was nothing."

AppleJack tossed her mane ever so gently around and smiled. "Thanks, Rainbow." she chuckled. "Ah just might keep it this way."

"Sure, whatever." Dash shrugged, trying as hard as possible to conceal her inner feeling of success.

"Don't act so embarrassed, silly." Pinkie pat Dash's back and giggled.

"Ugh…" Dash slouched forward. "Can we talk about something else?"

Pinkie clap her hooves together. "A game!" she shouted, making Fluttershy cringe from the sudden loud outburst. "Lets play a game!"

"I think that's a good idea." Twilight agreed. "What game should we play?"

"Something cool." Dash said.

"Something fun!" Pinkie said, nearly shouting again.

"Something challenging." AppleJack said.

"Something relaxing…" A little voice mumbled.

"Something we all can play." Rarity noted.

"Ok…" Twilight sighed, trying to think of something that fit all of those requirements. "How about twenty questions? It's something we all can play, not stressful, a bit challenging, fun, and hopefully cool enough."

"Yeah, it's cool enough," Dash said, still acting a bit indifferent from earlier. She was just happy the conversation was not still painfully centered around her remark from earlier.

"Great!" Twilight said with a smile. "Who would like to go first?" It was no surprise that Pinkie raised her hoof almost immediately. "Pinkie. Of course. Go ahead."

"Yes!" Pinkie squealed. "I'm thinking of something sweet." All the girls gave each other a knowing giggle at such a predictable subject for their parlor game. Although, knowing Pinkie, it would be a somewhat challenging test.

Fluttershy hesitantly raised her hoof to get everypony's attention. "Um…If I may…can I ask the first question?" They all nodded at her. "Is it a pastry?"

Pinkie nodded and began to lick her lips as she started to picture the tasty treat in her mind. Rainbow Dash shot her hoof up. "Ooh! I got one. Is it something you make at Sugarcube Corner?"

Pinkie shook her head, but then looked up with a thoughtful expression. "Hm…Well, sometimes."

All the girls turned to each other and mumbled. Pinkie just continued to space out and drool at the thought of the delicious images dancing around in her head. Twilight whispered to the group, "If it's not something you find at Sugarcube Corner on a regular basis, then it can't be cake, muffins, or anything like that."

"Ah think ah might know." AppleJack whispered. She turned to Pinkie and asked, "Is it something' mah family can make?" Pinkie shook her head again, and AppleJack turned back to the group. "So it can't be no pies, fritters, turnovers, er anything' like that."

"This actually narrows it down quite a bit." Rarity replied. She turned to Pinkie and asked, "Is it perhaps a seasonal delicacy?"

Pinkie again shook her head, and Twilight raised her hoof. "If it's not seasonal, then is it has to be from a different town, right?"

Pinkie clapped her hooves together and nodded her head. "Yeppy duppy!"

"Is it from Canterlot?" Dash asked. "Las Pegasus? Manehatten?"

"No, No, and yes!" Pinkie said.

Rarity laughed a bit and collected herself into a poised composure. "Oh now it's quite clear." she said with a smile.

"What do you think it is?" Fluttershy asked.

"It's a cannoli, of course."

Pinkie clapped her hooves together one last time and started bouncing up at down while making a ringing bell sound. "That's it!"

"Wow, Rarity." Twilight remarked with a pleased smile. "I'm impressed. I would have never thought of that. I was thinking it might be a cream puff."

"Ooh! Those all sound good!" Pinkie said.

Rainbow Dash interjected. "Hang on a sec. What's a cannoli?"

"I think it's like flaky dough filled with cream cheese or something." Twilight said.

"Ah can't say ah ever heard uh that." AppleJack rubbed her chin with the bottom of her hoof. "Sounds right tasty."

Fluttershy giggled a bit and quietly spoke up. "That does sound pretty good right now."

Pinkie gasped and popped her head up from the middle of everypony, nearly scaring the living daylights out of Fluttershy again. "You know what I could go for right now?" Pinkie asked.

"Let me guess." Dash sighed. "A cannoli?"

"Nope! Some water! I am really really thirsty!" She ran into the kitchen and turned the faucet on, sticking her face under the water. All the girls couldn't help but giggle at her antics.

The next hour was spent playing the same game. The subject matter was predictable for each girl. Rainbow Dash was thinking about her favorite type of cloud, and since Twilight could deduct with near certainty what cloud was the most fluffy and comfortable, she won. Fortunately, that was the only somewhat challenging object posed for the entire game. Only Fluttershy's mystery object happened to be truly baffling. She had thought of a small animal, which was predictable, but since so many small animals congregate all over Ponyville, Fluttershy found great pleasure in being bombarded with question after question. For once, she found herself enjoying being the center of undivided attention. When it was revealed that the animal was a prairie dog, the girls all said, "Ohhhh" in unison as if on cue.

Afterward, they all sat and gathered in a circle with only a few candles flickering in the middle of the library. The dim light and stormy weather made the perfect environment for a ghoulish time, and everypony had secretly been looking forward to the tradition of telling scary stories. All except for the very nervous yellow mare who involuntarily tucked her long pink tail up against her side with her hooves tucked under her body. Rarity had taken a position between Fluttershy and Pinkie Pie, with Rainbow Dash sitting between AppleJack and Twilight. They all exchanged nervous but anxious glances.

"It is often said," Twilight began, "That mirrors are the windows to that which is unseen." The all nodded in agreement. At some point, they all had heard such a myth. "Many ponies believe that mirrors are the gateway to the soul." Twilight took a candle and brought it below her face. "But not the soul of those who gaze upon the glass." She muttered in a near whisper. "It reveals only that which the mirror wants you to see."

Fluttershy did her very best to conceal a slight shiver running up her spine. The only visible giveaway was the very tip of her tail shaking. Rarity just smiled and nodded her head, very much intrigued and eager to hear what might be next. AppleJack wiggled her nose a bit and tilted her head, obviously confused and hoping that clarity would follow. Rainbow Dash glanced around the room in search of a mirror that might be there. After concluding that the coast was clear, she returned her gaze to the girls and sheepishly tried to hide the fact she was actually a bit scared. She absolutely loved scary stories, but she would take with her the fact that she can be scared to the grave before anypony found out. The only one who knew was Scootaloo, and that was a very special circumstance. The only pony there who didn't seem at all fazed by the story's thesis was Pinkie Pie. Her face was nothing but a chipper smile.

Twilight cleared her throat and continued. "A young caretaker who was studying very hard to become a nurse had recently gotten a job tending to the needs of a very nice elderly mare on the outskirts of Manehatten. The home was an older brownstone design in the middle of Oldtown, and in the house was very nice old furniture. The inside of the house was very clean and organized except for a large mirror on the wall over the fireplace. The young caretaker was very happy spending time with her new friend, and they enjoyed each others company. They cooked and ate together everyday, and spent many hours exchanging stories with many shared laughs. Despite the perfect job she had, there was one small rule the elderly mare insisted she follow."

Rainbow Dash blurted out, "Don't touch the mirror?" The answer to the question seemed kind of obvious.

"Precisely." Twilight said. "The mirror was under no circumstances to ever be touched. It was an old mirror, very dusty and out of place for such a lovely home. The young caretaker had asked one day why she wouldn't just get rid of it, but the answer was simple. She just couldn't even when she tried."

"Pardon me," Rarity interjected as politely as she could. "Whatever do you mean when you say that she couldn't even if she tried?"

"Like, if she wanted tah move it, but it had like uh spell on her 'er somethin' right?" AppleJack asked.

"Exactly." Twilight nodded. "Everytime the elderly mare approached the mirror to move it, she suddenly found herself doing something else."

"Whoa…That happens to me all the time…" Pinkie said, her mouth hanging open a bit. Fluttershy had started to fidget nervously and found herself sitting considerably closer to Rarity. When Twilight covered the open flame with her hoof for dramatic appeal, the weary yellow mare put her hoof over Rarity's, pressing herself against the warm white coat of her friend before letting out a small squeal. No pony had even noticed her move. Not even Rarity turned to face her.

"It was late at night, and everypony had gone to bed. For some reason that she could not explain, the caretaker found herself walking down the stairs and into the living room towards the mirror as if being called out to in her sleep. She stared into the mirror with curiosity and skepticism, hoping to understand the mystery surrounding the strange object." Everypony had leaning forward toward Twilight, most eager to catch every little word. Was something going to pop out? Was a scary little filly going to be standing behind her? Questions raced through the minds of the audience, and even Fluttershy felt a burning desire to hear the conclusion. "It was at that moment that she saw a lamp turned on next to a bookcase. When she turned around to turn the light off, the lamp had in fact been off the whole time. When she turned back toward the mirror, the lamp looked like it was still on."

"A lamp?" Dash asked, sounded a bit disappointed. "That's it? A lamp?"

"Hold yer horses, Rainbow." AppleJack said. "Twi ain't finished yet."

Dash sighed and Twilight continued. "It wasn't just the lamp. The drawer to the desk was open in the reflection, but closed when she looked back. The rug in the center of the room had been turned around only in the reflection, and curtains in the window had been pulled back when they should have been closed." Twilight took another candle and placed it next to the one she already had in front of her. She began to move them in a small circle slowly as she continued her story. "She franticly started moving around the room, trying to fix everything that seemed off. She turned the lamp on, pulled the drawer out, kicked the rug into a ball, and opened the curtains." She paused, putting the candles back down, and leaned forward the whisper, "But when she looked into the mirror again, the light was off, the carpet was flat, the drawer was closed, and the curtains were open."

Everypony gasped quietly, their gazes never once moving away from Twilight. However, the only girl who only appeared to be a bit bored was Rainbow Dash. "And?" she asked, trying to sound indifferent but secretly intrigued.

Twilight started moving the candles around in a circle in the opposite direction. "So she started messing with everything in the room. She turned the lamp on and off over and over, opening the curtains again and again, spinning the rug on the floor, and opening and closing all the drawers in the desk until she became so dizzy and tired that she collapsed on the floor." With the very climax on the verge of her tongue, everypony leaned forward as far as they could. "As she laid on the floor, she forgot what was real and what was just a reflection. Her mind fell into a state of collapse. It wasn't until the next morning that she was found on the floor staring up at the ceiling."

"Golly…" AppleJack gasped, "Was she alright?"

Twilight shook her head. "To this day, she still just stares with empty eyes in front of her, and never moves or speaks."

Pinkie Pie smiled and clapped her hooves together as AppleJack tipped her hat. Dash shrugged her shoulders and sighed. "Not bad, not bad." she said. "I've heard better."

Fluttershy wasn't sure she wanted to hear anything that could be considered better than that. She shivered uncontrollably and hid her face in Rarity's side. It was only then that Rarity noticed the poor little mare's shaking, and she put a hoof around her shoulder. "Oh it's alright, darling," she said, gently petting her back, "I'm quite sure it was not a true story."

"Wait, was it a true story?" Pinkie asked.

Twilight shook her head and giggled. "Of course not. At least, I don't think so."

Dash gulped. "What do you mean, you don't think so?"

"Cadence told me this story when I was a filly." she explained. "I never asked her if it was actually true or not." Fluttershy cowered further into Rarity's side, and Dash couldn't help but think how weird a babysitter Cadence must have been.

"Ooh!" Pinkie put her hoof up in the air. "The old lady was really a goblin!"

Everypony laughed, and that really lightened up the atmosphere. "No, silly." Twilight giggled. "She wasn't a goblin."

"Hmmm…" Pinkie rubbed her chin with her hoof. "I was so sure she was a goblin."

"Where in the world did you think of a goblin?" Dash asked.

"I dunno! Just had this hunch."

"Um…n-no goblins, right?" Fluttershy asked in a very quiet voice.

"I promise." Twilight said. "There were no goblins in that story."

"Thank goodness…" Fluttershy sighed. She retracted her hoof away from Rarity and looked up at her. "Oh…um…sorry, Rarity. I didn't mean to get so close."

Rarity giggled and nuzzled her cheek against the now very shocked face of her friend. "Don't worry yourself, darling. It's quite alright." Fluttershy sat very still, looking down with red cheeks and wide eyes at the floor while trying to conceal her slow, methodical breathing.

AppleJack offered to tell a story about a rather unfortunate two sisters who got lost in a corn field. Predictably, the scarecrow came to life and attacked them, but that didn't make the story any less frightening. Dash enthusiastically told a story about a city in the sky that ended up falling to the ground from the evil doings of witch, and Pinkie told a very frightening tail about a young colt wandering the lonely roads of an abandoned town. The colt would look for signs on the sides of buildings, trying to piece together what could have possibly happened to such a nice place. Before he could figure anything out, a strange tall creature with long legs and no face would sneak up to him from behind. At that moment, a very bright bolt of lightning cracked visibly through the window, and the girls all jumped in surprise when they heard the following loud cracking boom that echoed through the library.

"Maybe we should…turn the lights on…" Dash suggested, trying hard not to sound like it had got to her.

Everypony started to get up and stretch their legs as Twilight circled the library to tend to the lighting. Much to the girl's surprise, Pinkie had actually let out a yawn. She started to blink with heavy eyelids, and Twlight approached her. "Pinkie, are you ok?"

She nodded in response and yawned again. "I think I'm having a sugar crash." she said as she swayed back and forth. "A really really big one."

"Probably from whatever she drank earlier." Dash said.

AppleJack chuckled. "Maybe Twi ain't so bad at potion makin' after all."

Pinkie leaned forward and closed her eyes right before falling on her face. The girls rushed up to her, and Dash nudged her onto her side with her nose. "Oh goodness!" Fluttershy exclaimed quietly. "Are you alright?"

"I think perhaps she's asleep." Rarity said, surprised at such Pinkie's out of character behavior. She gingerly picked her up with some well practiced delicate magical precision and carried her upstairs. "Twilight, is it alright if I lay her down in your bed?"

She nodded, feeling a yawn of her own coming on. "I'm getting kind of tired too."

Dash felt her wings becoming heavier on her back, and she yawned very loud and obnoxiously up at the ceiling before smacking her lips. When she looked around, she noticed the other girls staring at her. "What? Is there something in my mane?"

AppleJack chuckled a bit and nudged her shoulder with her hoof. "Sugarcube, ah ain't never seen no pony yawn like that before."

"Uh, thanks?" Dash looked at her with a perplexed expression.

"Take it as uh compliment." AppleJack said. "It's uh skill not many folks have."

Rarity came back downstairs and looked around the room. "Oh it seems I missed something. What was it?"

"Show her, Rainbow." AppleJack said.

Dash shook her head. "No."

"Aw come on."

"No. just let it go, AJ. It's just a yawn. Besides, you can't just yawn on command."

Fluttershy inhaled quietly and opened her mouth. As she closed her eyes, she exhaled slowly, making a quiet squeaking noise as her tail twitched. Everypony turned to face her instead. When she opened her eyes, she looked up and found herself in the same predicament. "Oh, I'm sorry." she said. "I should really cover my mouth next time."

"Darling…" Rarity giggled and smiled at her. "That was simply adorable!" With much more grace than Dash, Fluttershy looked away and blushed a bit, hiding herself behind her mane.

"Maybe we should call it a night." Twilight said, looking out the window. The rain was coming down harder than before, and not a ray of moonlight or starlight could be seen through the menacing black clouds. The girls agreed, and one by one they slowly trudged up to the stairs to the two beds. Pinkie was already out like a light, snoring away without even a corner of the blankets on her. It was truly a strange sight to behold. Rarity and Twilight plopped themselves on the bed next to Pinkie, leaving Dash and AppleJack fighting over who was going to sleep in the middle. Fluttershy had already offered that spot to one of them, but since neither could decide, Twilight had them flip a bit. With AppleJack grinning over her victory and Dash scowling over her loss, the sleeping arrangements had been finally settled.

The first two girls to drift off into slumber were Dash and AppleJack, followed very quickly by Twilight. Knowing she wouldn't sleep well after the story she had heard, Fluttershy lay on her side away from the others with heavy eyelids. She wanted desperately to fall asleep, but a part of her would not allow her to close her eyes completely. It came as a shock to hear another voice in the room, and she nearly jumped.

"Fluttershy, dear?" Rarity asked in a low whisper.

She sat up to see Rarity still awake. "Um…yes?"

"I'm ever so sorry to trouble you." she said. "I…Well I just had the most startling thought."

Not quite sure if she could handle any more scares, Fluttershy very hesitantly asked, "Y-Yes?…What…is it?"

"It just occurred to me…" Rarity sat up. "I have quite a number of mirrors in my collection. I know this is dreadfully silly of me, but…what if…what if there are strange, um, differences in my home as well?" Fluttershy really didn't want to think anymore about this, and she couldn't think of anything to say back. Rarity, however, kept right on going. "I must sound quite ridiculous. I apologize, dear. Please don't let me keep you up any longer."

With near desperate overtones in her voice, she replied, "No it's ok…You're not keeping me up. I don't mind."

"You truly are the kindest friend anypony could have. I just feel absolutely awful for bothering you after how tired you were." Rarity smiled at her through the dim light of a single candle by her bed. "The last thing you would want to hear about right now is more frightful things." The was no argument there. However true this statement was, Flutttershy was just very happy to know someone else was still awake. What Rarity asked next nearly startled her as much as the story. "Darling, if it's not too much trouble," Rarity trailed off, but composed herself enough to finish her sentence. "Would it perhaps be alright with you to…" Rarity cleared her throat nervously. "…have…someone to cuddle with?"

"..w-well…" The red burning of her ears and cheeks couldn't possibly be visible in such a dim light, could it? "I don't mind…not at all."

Rarity took a big sigh of relief, completely oblivious of her friend's reaction to what seemed like such an innocent request. "Oh thank heavens, dear." she said. "I honestly do not know why I am so disheveled right now." she got up very slowly, doing her best not to stir the others, and sat down on the floor between the beds. After doing the same, Fluttershy very gingerly sat down next to her on the floor, keeping a couple inches between them. Rarity closed the distance and snuggled up next to her. They both could feel a warmth against each other, and as Rarity sighed happily, Fluttershy held her breath nervously. "Thank you ever so much, darling." All Fluttershy could do was simply nod her head and keep her gaze down at the floor. When Rarity suddenly nuzzled her cheek against the side of her head, Fluttershy bit her lip and sharply inhaled. "Well, goodnight." said Rarity before closing her eyes and resting her chin on her hooves.

Now more awake than ever, all Fluttershy could do was reply, "G-Goodnight" and continue to stare at the floor.


	2. Chapter 2

Chapter 2

It had been nearly an hour since Rarity fell asleep, and no matter how hard she tried, Fluttershy still could not fall asleep. She had been more preoccupied earlier with the scary images floating around in her head, but now her sleeplessness was due to the very comforting warmth that was nuzzled against her. Regardless of how tired she was, this moment was not to be wasted with pointless sleep. There was no telling when she might experience this wondrous sensation again. With heavy shoulders and tired eyes, Fluttershy very carefully rested her chin on her hooves next to Rarity's soft cheeks. Nothing had ever compared to this sense of security and warmth before. Not even her loving small creatures gave her this much sheer joy, which to her was really saying something. Rarity softly snored next to her like a little foal, gracefully and quietly. Her body ever so gently rose and fell with each deep slow breath, and Fluttershy found herself looking directly at her cute white nose and long eyelashes. If only she could just give that cute little nose a quick peck, then she'd be able to fall asleep. If only she could muster up the courage to actually follow through with this idea of hers. She took long deep breaths and thought to herself, "Ok, Fluttershy. It'll only take one second, and she won't even notice." With butterflies in her stomach, she very slowly leaned forward and closed her eyes as tight as possible, hoping for the best.

Miles away in the land of dreams, Rarity felt a sudden warmth from Fluttershy's hot breath on her nose. It seemed out of place, yet very comforting and pleasant against her muzzle. She leaned forward unconsciously, closing the distance between them, and felt her nose press gently up against the origin of the pleasant warm breath. Fluttershy gasped as she felt Rarity's nose squish against her own, and her wings began to twitch while her tail swayed back and forth. Her eyes grew as wide as dinner plates as her heart nearly stopped, and her body stiffened up. It was without a doubt too much for her to handle, and she quickly turned away to cover her head with her hooves. A few seconds went by as she hoped with great desperation that Rarity had not awoken. Luckily, she hadn't, but she did roll onto her side facing the distraught little mare. Their warm bodily contact was now broken, but the view of Rarity sleeping with her hooves curled up under her chin was absolutely priceless. Fluttershy gasped for air and relaxed, rolling onto her side as well, facing her friend. She wasn't staring at her because she felt entranced by her beauty, but rather the lingering fear that Rarity might suddenly wake up and confront her about what she had just did.

Nearly another hour passed by, and yet Rarity made no noise or movement other than the faint little snore as she exhaled and the twitching of her curled tail. Fluttershy could feel her breathing return to normal for the first time in what felt like an agonizing eternity. The dim light of the candle glistened very faintly on the little wet nose of the sleeping Rarity where they had touched. It took some self control not to giggle at how adorably unkempt the white mare appeared to be while she slept. Did she always sleep like this? Her funny curled up position she assumed as she laid on her side betrayed that posh outer exterior she portrayed while awake.

All of the sudden, like gravity had suddenly tripled its pull, Fluttershy felt her body sprawl out on the floor. Her exhausted mind nearly couldn't quite calculate why she felt this way. It was impossible to tell how long she had been awake. Since early that morning when she had to tend to all her critters to the very late hour she found herself still awake in, Fluttershy guessed that it had to have been at least a whole day since she slept. Her eyes finally shut as if the blinds had been closed to her sight, and she wondered how confused her friends would be at how groggy and tired she would be the next morning. With all the little things bothering her at that moment, she only wanted to do one thing. With her mind slowly drifting away, she used up the very last bit of energy she had to press the bottom of her hoof against Rarity's. Once they touched, she felt sudden unexplained comfort again the same way she had before when they first sat down together. The last bit of consciousness she held onto flickered off, and in an instant, she was snoring almost completely inaudibly.

The next morning's spectacle of failed sleeping arrangements was hilarious for the early bloomer. As expected from the studious mare, Twilight had been the first to wake up. With her mane in a birds nest, she looking around while rubbing her eyes, and yawned before sitting up. She was surprised to find that most of the bed was actually hers. Pinkie had tossed in her sleep quite a bit towards the edge of the bed, and her head hung very uncomfortably off the side. When she looked across the room, she saw AppleJack on her back, mouth open wide and snoring rather awkwardly. Rainbow Dash was laying on her back sideways on the bed with her head on AppleJack's stomach. Her snoring was just obnoxiously loud when she exhaled. This, no doubt, had been a primary contributing factor for her rather early morning. At some point, Spike had snuck upstairs into the bed next to AppleJack and Rainbow Dash. Had he gotten cold in the middle of the night? Twilight couldn't help but feel slightly bad for him. She could make it up to him later.

She couldn't see Fluttershy or Rarity anywhere. Could they have gotten up before her to leave? Perhaps the animals and regular business needed to be attended to, or perhaps she had been over thinking it. As she slowly slipped out of bed, she looked down to her feet while stretching to see them both on the floor.

"Huh?" she mumbled, tilted her head with a perplexed look on her face. They both lay on their sides facing each other, hooves curled up between them, and their noses just barely touching. Twilight giggled, covering her mouth with her hoof. "Wow, I guess they both got kicked out of bed." She thought their rather intimate position on the floor must have been an accidental coincidence, and it would probably be best not to infer any further into what she was seeing. She bent down and nudged Fluttershy's shoulder. "Hey…" she whispered into her ear, "…Fluttershy?" The only thing the sleeping mare did was make a pouting face and mumble something. What she said would have to be an eternal mystery, because it was such a garbled sling of random syllables that not even actual words could be implied. With no luck, she moved onto the next pony. "Hey…Rarity?" she whispered as she nudged her shoulder. Rarity made a soft whining noise as her eyes slowly opened. When her vision began to focus, she saw something yellow and pink enveloping her entire view. Fluttershy? How in a Equestia did they end up like this? She could feel the warm breath of the sleeping mare on her nose, and the most exquisitely cute face Fluttershy made as she slept melted her heart right away with brightened pink cheeks as a bonus. Without a doubt, this had been the best morning she ever had since her whole shop had been completely sold out of custom made sunhats one rather hot summer. Unfortunately, this little joy of hers was broken by somepony hovering over her. "Rarity?" Twilight asked as the very groggy Rarity turned onto her back and looked up. "Are you ok? The floor doesn't look very comfortable."

Rarity got up rather quickly and started stretching to hide the embarrassment of being caught sleeping in such a promiscuous position. "I'm, uh…fine, darling." she yawned.

"Are you sure?" Twlight asked. "You know you could have said something to me." She pointed with her hoof to the empty spot on the bed where she had gotten up from. "I could have at least gotten out some extra blankets for you two."

"Oh, well I suppose that could have been arranged…" Rarity turned away and continued to respond sheepishly. "I'll remember that next time I end up…" she cleared her throat. "…sleeping on the floor."

"Rarity, I am so sorry." Twilight look at her apologetically. "Did Pinkie and I kick you off the bed?"

"Oh, heavens no, dear." she replied, now feeling bad herself for making Twilight feel put out. "Fluttershy and I…" There wasn't really anyway she could finish that sentence austerely. "Well, you see…we ended up on the floor together." That didn't exactly anything at all.

"I can see that." Twilight said in a very matter of fact tone. "Did Fluttershy have a bad dream?"

That made sense, but now Rarity felt a bit embarrassed to tell her that it was more or less the other way around. However, she conceited and told the truth. "No, I'm afraid it was I who felt…shall we say…timorous last night."

"Really? Did my story scare you?"

"Well now I wouldn't say scared exactly…"

"But isn't that what timorous means?"

"Yes…" she cleared her throat again. "…But in a more broader sense of the word…"

"I see…" It was clear Rarity was embarrassed. Whether she was more embarrassed about being scared or being woken up from near kissing distance from Fluttershy was a mystery. That, however, was not on Twilight's mind. "Well, I was gonna ask if you and Fluttershy would like to sleep in my bed, since I'm up anyway."

"Oh…" Rarity sighed inwardly. "Why thank you, Twilight, but since I'm already up, I might as well make it an early morning myself." she looked down at the most warming face of sleeping Fluttershy. "Perhaps…we should get her into bed though."

"I think you're right." Twilight looked down and noticed the very visible bags under her eyes. She was sleeping as if or some reason Fluttershy had just then passed out. "Looks like she was up all night." Using great care, Twilight levitated the sleeping mare over her bed and gently laid her down.

Rarity pulled a blanket over her and gave her long pink mane a soft pet. "Poor dear…I sincerely hope I didn't keep her up all night with my talking."

"I didn't even notice you got up last night." Twilight said. "Are you sure you wouldn't like to sleep some more? It's still pretty early."

"I'm quite alright." she assured her. "Thank you for the offer, darling."

"It's no problem." she replied, turning to face the stairs. "You hungry? I can make breakfast."

"Oh please allow me to assist you. It's the least I can do for my host."

"Thanks, Rarity."

Twilight started walking down the stairs with Rarity following behind her. When they reached the kitchen, they found that the combined effort of two unicorns made the preparation much easier and the time taken to cook much faster. With plenty of jam coated toast on the table, scrambled eggs hot and ready on the stove, and diced potatoes sizzling towards a nice golden brown, they both nodded their heads in approval at such a perfect breakfast.

The smell of food did not go unnoticed. Once the scent of the breakfast wafted upstairs, Rainbow Dash slowly opened her eyes. With as much anticipation as a little filly on her first day of school, she sprang up from the bed into the air. AppleJack sat straight up, eyes wide and confused. She had felt Dash's hooves dig into her stomach, knocking the wind out of her as she had jumped off of her. Dash had already started making a sloppy bee line down the stairs into the kitchen before she could start yelling at her. Very annoyed, AppleJack slowly got out of bed and reached for her hat by the nightstand. Before placing the brim over her head, she violently shook out her mane like a wet puppy. The sleepy Spike rolled over in bed and mumbled as she made her way down the stairs.

"Oh my gosh Oh my gosh!" Dash squealed, stopping abruptly at the table in the kitchen. "Did you make this? Oh my gosh it looks so good! Can I have some?" Twilight and Rarity gave each other a smirk and giggled.

"Yes, you may." Rarity said, "But please try to be more quiet. Someponies are still asleep."

"Oh." Dash rubbed her hoof against the floor. "Sorry about that."

"Geez, Rainbow." Twilight nudged a plate of potatoes in front of her. "You act like you've never had a decent breakfast before."

Dash shoved a spoonful of potatoes into her mouth. "Awthsome!" she said, mouth as full to maximum capacity. Rarity grimaced and made a disgusted face as she watched her try to eat and talk at the same time. "Thith ith amazthing!"

"I'm very glad you like it." Twilight said, giggling as she cut her eggs into small chunks.

Dash gulped down hard and exhaled aloud without the least bit of restraint. "Oh man…" she looked down at her food with a huge smile. "I almost never eat this good in the morning."

"Never?" Twilight asked. "What do you usually eat in the morning?"

"Cereal." She put another spoonful her mouth, and her wings noticeable twitched.

"Every morning?" Rarity asked, placing a napkin on front of her plate. Dash simply nodded.

AppleJack trudged into the kitchen with a sour look on her face. "Rainbow!"

She nearly jumped and choked on her food as she turned around. "Ay-Thay?"

"Ya'll nearly crushed me with yer jumpin' out uh bed like that!"

"Oh…" It took a second for her to chew and swallow. "Sorry."

"Sorry?" AppleJack sounded livid. "All ya got tah say is sorry?"

"I'm really really sorry?"

She sighed and walked towards the table before bopping Dash on the head. "Just be more careful next time, alright sugarcube?"

Dash looked down at the table with a somber expression. "Yeah…I'm really sorry, AJ."

"What happened?" Twilight asked.

"Rainbow jumped out uh bed like uh cow seenin' uh rattler. Nearly crushed mah ribs."

"I'm really really sorry, AJ…" Dash sighed, looking very sad. She pushed her plate of potatoes toward AppleJack. "Here…"

She looked down and smelled the delicious entrée. "Yer forgiven, Rainbow."

"What's with all the ruckus?" Spike asked, rubbing his eyes.

"Good morning." Twilight said, smiling.

"Aw, you guys made breakfast?" he asked. "That's my job."

"Oh don't bother yourself over it, darling." Rarity giggled. "We didn't want to wake anypony."

"It wasn't you that woke me up…" he growled, looking at Dash.

"Oh…" Rainbow gave him an apologetic look. "I am so so sorry, Spike."

"Nah, don't worry about it." he laughed, making his way toward the table. "As long as I can have some of your eggs, I'm cool."

The five of them ate together that early morning, enjoying the warm food while the dark cloud still hung overhead outside the window. The stormy rain from last night had been replaced with a light drizzle, and a few birds could be heard outside despite the gloomy skies. The first to finish and reach for seconds was no doubt the hungry Dash, who had ended up with red ketchup all over her chin. Spike had pointed it out to her, but even he had the same problem. When Twilight pointed it out to him, he quickly wiped his chin lest he appear messy in front of his crush. Dash didn't seem to care until AppleJack grabbed a napkin.

"Here, sugarcube…" she said, the napkin hovering over Dash's face with her hoof.

Dash shook her head and pushed her hoof away. "I got it, I got it." she said. "I'm not a little filly."

"Ya sure now, hun?" AppleJack teased, "Ya'll sure act like one."

Dash turned away. "If I want to eat messy, I'll eat messy. Besides, I didn't take you for such a neat freak."

"It's called good manners, Rainbow." AppleJack used one hoof to turn her chin back towards her, and pressed the napkin onto her face. Dash squirmed, trying to break free, but there was no way the blonde was going to lose. "Now hold still, sugarcube! Ah can't get it off ya if ya'll 'er squirmin' like that!" Dash bit down through the napkin on AppleJack's hoof, and she gasped. "Ow! Rainbow!"

"I said I got it, AJ." She wiped her mouth with the napkin. "See? I'm not a little filly." Feeling a bit angry as everypony started laughing, AppleJack pushed Dash down to the ground on her back. She felt that a bit of payback was necessary for such a rather fitful morning. Dash squirmed on her back as AppleJack place her lips on her stomach and exhaled as hard as she could. A high rumbling sound filled the kitchen while AppleJack held her down with her hooves. When Dash started laughing hysterically, everypony giggled harder while ignoring their food to watch the morning's entertainment. "AJ!" Dash tried to sound mad, but her non stop laughing easily betrayed her frantic intentions. Her hooves kicked up in the air as her tail wagged happily back and forth. "Please stop it!" Her lungs started to hurt as she tried to wiggle away. AppleJack came up for air for just a second before going right back to Dash's stomach. When Dash started crawling across the floor away from her, Twilight had to put a hoof on the table to steady her giggling self. Spike pounded the table gently with his claws as he laughed, and Rarity covered her mouth with her napkin, trying desperately to remain poised. When Dash got up from the floor, she slid in between the other two mares and growled at AppleJack. "I'm eating over here!"

"More fer me!" AppleJack laughed, pulling all of Dash's food in front of her.

"Hey!" Dash pouted.

"Serves ya right fer bein such a noisy Nelly this mornin."

No pony noticed poor little Fluttershy just standing with her head poking out into the kitchen. She looked rather shocked and confused at the morning spectacle, but couldn't help giggling a bit herself. Even through her smile, the bags under her bloodshot eyes and droopy ears that portrayed her stiff and tired body clearly indicated how she felt. When everypony finally seemed to calm down a bit, she slowly walked in.

"Oh, good morning, Fluttershy." Twilight said, smiling at her.

Dash saw her walk in and immediately went from glaring AppleJack down to smiling at her. "Oh hey, Fluttershy."

"Mornin, sugarcube." AppleJack greeted her. "Whoa Nelly…Don't take this the wrong way 'er nothing'…but ya'll look like ya need at least another day uh sleep."

"Oh…really?" Fluttershy replied, blinking a few time to focus her blurry vision. "I'm sorry…"

Rarity quickly made her way from the table to Fluttershy's side. "Oh good heavens, darling. You look dreadfully distraught."

She turned to look up at her. "No, I'm ok."

With a shake of her head, Rarity put a hoof on her shoulder. "No, dear. Forgive me for being so blunt, but you simply must get more sleep."

"Oh no." Twilight sounded a bit distraught herself. "Did my story keep you up all night?"

She quickly shook her head. "No, not at all." That wasn't completely true, but she didn't feel like hurting anypony's feelings.

"Then why do you look like a you just spent a week helping Twilight organize her books?" Dash asked, immediately receiving annoyed glances from everypony.

Fluttershy's weary mind took a few seconds to remember what had kept her awake all night. Her mind visualized the sleeping form of Rarity in dim candle light, and the warm sensation of her body against her own. The soft touch of their noses pressed against each other and the gentle snoring she made as she slept caused Fluttershy's cheeks to brighten a deep shade of pink. Her ears began to tingle, and for the first time, she found it incredibly difficult to look her in the eye as Rarity patted her mane ever so gently.

The tell tail signs were all there. Twilight could see it come together perfectly. The avoidance of eye contact, the change in complexion, and the tired eyes made perfect sense. Fluttershy was sick. That must have been it. She had a cold.

"Oh no!" Twilight sounded almost scared. "Fluttershy, are you feeling ok?" She stood next to her on the other side opposite of Rarity. "I think you're coming down with a cold."

"N-No, wait…" Fluttershy looked up back and forth between both mares hovering over her. "I'm ok. Really, I promise I am. Please don't trouble yourself over me."

Everypony huddled around her, completely ignoring their food. Even Dash forgot all about breakfast as the sudden importance of Fluttershy's health came into question. AppleJack looked down at her with the most gentle of worried faces anypony could make. "Sugarcube, ah think ya'll should get back tah bed. Ah'm startin' tah worry."

"I'm afraid I must agree." Rarity nodded her head. "It's time to go back to bed, dear."

"Wait…I'm not…"

"No ifs, ands, 'er buts 'bout it." AppleJack said. "Ya'll 'er heading back tah bed if ah have to carry ya mahself."

She wasn't sick, but that didn't contradict how nice and welcoming the thought of laying her head back down would feel. She was too tired to put up an argument, and too exhausted to explain herself thoroughly. Besides, there wasn't anyway she could explain herself without sounding the least bit silly. "What about my little animals?" she asked.

"Don't ya'll worry none, sugarcube." AppleJack said. "Me 'n Rainbow will take care of yer little friends."

"Wait, why me?" Dash asked. Her question only made AppleJack angry, and she received a low growl. "Uh, I mean, yeah no problem. We got it covered."

"T-Thank you…" Flutteshy nearly whispered, trying to hold back a yawn. Her futile efforts were fruitless to prevent it, and she opened her mouth a tiny bit to yawn very quietly.

"That settles it." Rarity said. "I'm taking you home with me to tend to you."

Fluttershy blinked hard a few times again. "Oh, Rarity you don't have to do that just for me."

"Nonsense, darling. It's the very least I could do. Let's get you into my bed, and I'll make you some hot vegetable soup." Everything about what she just said sounded fantastic. Fluttershy smiled a bit and looked up at her. "Twilight, dear?" she asked. "Would it be alright if I took her home now?"

"Oh, yes of course." she replied. "Once I finish cleaning up here, I'll swing by and check up on you both."

"Us too." Applejack said.

Dash nodded her head. "Yeah. Just get some rest, ok Fluttershy?"

She nodded, rubbing her tired eyes. Rarity pulled her against her side with a hoof, much to the little yellow mare's surprise, and gave her a gentle squeeze. "Thank you for a lovely sleepover, Twilight." Rarity said with a smile. Everypony nodded in agreement.

"Oh it's my pleasure, girls. I'm glad it was so much fun. We should do it again sometime when Fluttershy is feeling better." She said as she walked towards the front door. "Here Rarity. Take this." She levitated an umbrella to her, and Rarity gratefully accepted it. "You two will probably want it."

"Thank you ever so much." She opened the umbrella and held it over Fluttershy. "I promise I'll return it when you come by to visit."

"C'mon, Rainbow." AppleJack grabbed Dash by her tail with her mouth and dragged her to the door. "Them animals ain't gonna feed themselves."

"AJ, seriously…" Dash pulled away and snarled at her. AppleJack couldn't help but think she looked kind of cute when she was mad. "I can walk all by myself, believe it or not."

She giggled. "Ah know, sugarcube, but if ah don't drag ya with me, ya'll make up some excuse tah stay inside all day."

Dash sighed. AppleJack knew her all too well. "Fine…"

"Bye, Fluttershy." Spike said, waving his little claw up in the air. "I hope you get better soon."

"Thank you." Fluttershy smiled at him. "Thank you very much, everypony…This means a lot to me."

"Aw shucks." AppleJack laughed. "Ain't nothing. We all wanna help out uh friend 'n need." She opened the door and stepped outside into the light drizzle. "C'mon, Rainbow."

"Yeah yeah yeah, I'm coming." Dash followed behind her out the door and waved goodbye to everypony as the two of them trotted off down the road.

"Ready to go?" Rarity asked. Fluttershy nodded, and they both began walking outside. With the umbrella hovering over them both, Fluttershy found herself leaning against her to keep warm. The weather outside wasn't horrible, but it was far from ideal. Twilight waved goodbye to them both before closing the door.

"I hope she's ok." Spike said, sounding worried.

Twilight gave him a quick hug and giggled. "You're a good friend, Spike."

"Aw, thanks."

"I'm serious, Spike." she said, smiling at him. "We're all lucky to have a friend like you."

"Come on, Twilight." he turned away, blushing a bit. When his gaze moved away from her, he noticed something very strange moving slowly into the kitchen. He squinted toward what he was looking at, not quite sure if what he saw was real. Twilight followed his gaze and did the same exact thing. There was Pinkie Pie, her front hooves under her tummy and her hind hooves holding her butt up in the air. She appeared to be walking with her chin on the floor into the kitchen, and she didn't look quite like Pinkie. It was then that Twilight noted to herself something important. This strange potion Zecora made called coffee would not become a regular consumable delicacy in her home. If it could affect even Pinkie like this, then she was never going to try it.

-o0o-

The walk back to Rarity's boutique was becoming painful for poor Fluttershy. The gloomy skies appeared to almost mock her stiff muscles and exhausted mind. Every now and then, she found herself shivering from the cold. Whenever she did, Rarity would press herself gently against her side and reassure her that they were almost there. A couple of times, Fluttershy had been brave enough to nuzzle her cheek against her dear friend carrying the umbrella, only to cause a deep blush to tingle her cheeks and the very tips of her ears. Whenever Rarity felt this sudden rush of heat through Fluttershy's body, she immediately began to worry her condition was worsening.

"Fluttershy, dear…" Rarity sounded very worried. "Are you cold?"

Instinctually, she nodded. "Yes…but I'm alright. Please don't worry about me." she said, looking down at the wet grass beneath her feet.

"Darling, you simply must stop this continuous apologizing." Rarity said. "If you aren't feeling quite yourself, it is perfectly acceptable to allow others to know."

She sighed. "I know…"

"And besides…" Rarity now sounded apologetic herself. "…I feel personally responsible for this."

Fluttershy looked up at her. "Why?"

"Because I kept you up last night…" she sighed. "I should have let you just get your sleep."

"Oh, no please don't say that." she replied. "I really enjoyed staying up and talking with you."

"But look what that has done to you." Rarity gave her another hug. "I should reprimand myself for doing this to my best friend. I should have been more aware of your needs."

There was absolutely no way Fluttershy could express how happy she had been and still was over their intimate moment the night before. It was clear Rarity felt terribly guilty. Perhaps that was why she offered to take her home to nurse her. "No…" she sighed again. "I really…um…am happy about how…comfortable you feel opening up to me like that."

"Fluttershy, you are just too kind." She gave her another warm squeeze and rubbed her cheek against hers. Fluttershy gasped and turned another shade darker while Rarity giggled. "I don't know what I'd do if something happened to you. You're like the sister I never had. I mean, there is Sweetie Belle, but are age difference…We never really grew up together."

"R-Rarity…" she gasped, nearly crying as she started to tear up from such a wondrously touching sentiment. After another couple minutes of walking, they approached the entrance of her boutique. Rarity quickly opened the door for her, and they both dried themselves off using very thick towels from inside the living room closet. After disposing of the wet towels in a lavish hamper, Rarity lit very well placed candles as they made their way upstairs. The door to Rarity's bedroom swung open, and Fluttershy marveled at how majestic and comfortable the bed appeared. With multiple comforters, and countless pillows, Fluttershy could almost feel her heavy shoulders become lighter. "Here…" Rarity said, pulling the blankets to the side. "Go ahead and make yourself comfortable." Fluttershy did not hesitate for a second to comply. With the blankets pulled up to her shoulders, she lay on her side facing her gracious friend. "I'll be back up in a few minutes with some hot soup." she said, making her way back to the door. "Try not to fall asleep right away. I'm afraid I have to insist you have at least a little soup before you sleep."

"Alright…" Fluttershy said. "Thank you very much…"

"You are without a doubt quite welcome." she smiled down at her before trotting down the stairs.

Having rolled onto her back, Fluttershy stared up at the beautifully painted ceiling. She could feel her eyelids grow heavier and heavier with each passing second, but knowing that Rarity would soon come up the stairs with a smile on her face kept her from drifting away. She could easily imagine the visually aspiring mare standing next her with that signature pair of cute studious glasses she had on the bridge of her delicate nose. It was just enough to make Fluttershy giggle as her face turned bright red. The soft luscious blankets felt simply perfect and warm against her body. The deep pillows caressed the back of her head and neck with the most delicate precision, and the radiating glow of the purple candle next to the bed filled her heart with joyful serenity. When Rarity finally came back upstairs, Fluttershy appeared almost in a daze. It took a nudge to her shoulder to get her to sit up and turn to face her. Using careful levitation, Rarity held a spoonful of soup up to Fluttershy's mouth. She gratefully accepted, and gulped down the delicious warm liquid. After a few spoonfuls, Rarity placed the bowl down next to her on the nightstand and gave Fluttershy a deep smile. The happy and sleepy face of the little yellow mare behind her long mane was melting her heart like the very warm wax of the candle that gave Fluttershy's face the most beautiful glow. With one hoof outstretched, she began to pet Fluttershy's mane, rubbing gently down her cheek to her chin. Almost immediately, Fluttershy began to rhythmically take deep slow breaths as sleep abruptly transported her to much sunnier places in the land of slumber. The red glow of her soft yellow cheeks mesmerized her, and Rarity found her own ears start to tingle ever so slightly. This took her by great surprise. Something about her dear friend asleep like a little foal in her bed just made her loving maternal emotions fire in all directions. She wanted nothing more at that moment than to take care of her best friend, and not once ever stray her gaze away from that innocent sleeping face. After a few minutes, Fluttershy rolled onto her side facing her and yawned. A lock of her long mane fell over her nose, and Rarity felt compelled to brush the soft strands away from her face. She surprised herself immensely by leaning down and kissing her forehead before brushing the lock of hair away. However, before she could pull her hoof away, Fluttershy unconsciously grabbed it and pulled her hoof gently against her chest.

Rarity could feel a glistening tear reflect the candlelight and fall down her cheek.


	3. Chapter 3

Chapter 3

Dash found this situation as a whole funny. Even though the tried and true blonde would work in any weather, she was still afraid of those towering storm clouds. The light drizzle and grey skies didn't bother her, but the anticipation of lightning and thunder loomed in the back of AppleJack's mind like a small paraspite that would not go away. So far that morning, no lightning or thunder had made their presence known. If a light drizzle was all that persisted, then AppleJack wouldn't have much worry. Dash however, had spent her whole life around clouds. She grew up in them, lived in them, and even worked with them. Thunder and lightning were common place to her, and today was no different. Unlike AppleJack, she would rather not work if she didn't have to. She was by no means lazy, but there always had to be a certain level of interest in what she did to motivate her. One mare hated storms but loved to work outside. The other mare didn't mind storms at all, but hated to work. That's why Dash couldn't help admire the little irony.

"Would ya'll quit yer yappin' 'n runnin' round!?" AppleJack yelled at the chickens scattering franticly about outside Fluttershy's home. "Ah said ah got yer food here if ya'll just sit still fer uh moment!"

Dash hovered over the ground above her, laughing harder and harder as she watch AppleJack scurry after the crazed birds. "Um, AJ?" she tried to say, "You know they won't go anywhere, right? They're fenced in. Just drop the food on the ground."

"Ah can't do that." She turned around and looked up, clearly annoyed. "If ah do, then all them chickens will be eatin' mud with the seed. They all could get sick."

"Oh relax." Dash shrugged her shoulders as she slowly placed her hooves down in the mud. "I'm sure they're smart enough not to eat the mud."

AppleJack pulled her hat off her head and shook out her mane. The rain had begun to soak through her hat and down onto her back. "Trust me, Rainbow." she nearly growled. "They ain't that bright."

"Ugh." Dash lept back up into the air and began to circle the chicken coop. The faster she flew, the more visible became the rainbow colored trail behind her. The chickens started clucking louder and louder, trying to stay clear of what they all naturally assumed was a dangerous entity. The circle became tighter and tighter, and AppleJack watched above her as Dash zipped by almost too close for comfort. The chickens ran as fast as they could into their little wooden home. Once they were all inside, she shut the door with a grin. "There. Can you feed them now?"

AppleJack scowled at her. "Ya'll couldn't have done that sooner?"

"Yeah, I could've." Dash smirked and stuck her tongue out at her. "But then I couldn't get to see you chasing chickens."

"Rainbow, sometimes ah just feel like takin uh sour apple, 'n makin' ya'll mix it with yer puddin' cup."

"Aw come on." Dash landed next to her and nudged her shoulder. "Lighten up."

"Ah will as soon as ya get serious. We're here tah help out Fluttershy, not make uh mess uh things."

"Fine…" she sighed. "What's next?"

The list she had received from the annoyed Angel bunny wasn't very comprehensive considering it was thrown together last minute, but at least they had a rough idea. "All we gotta do next is help the beavers make sure their dam ain't gonna break from the rain."

Dash groaned. "Seriously?"

"Could ya'll fer one second stop yer belly achin'?" AppleJack get behind Dash and nudged her flank with her nose hard. "The sooner we finish, the sooner ya'll can cozy up 'n get warm."

Thankfully, the beavers a quarter mile away were having the time of their lives. The excess rain had cause the small stream to turn into a little river. The increase flow of water did put a little stress on their home, but it posed no serious problem. With they arrived to check up on the little critters, AppleJack and Rainbow Dash both laughed as they watched the beavers belly flop, cannon ball, and dive into the water.

With all the chores finished, they returned to Fluttershy's home. Once they walked inside, they both shook themselves out to dry off, and Dash began fanning her feathers out while get the last couple of shivers out of her system. Being broken out of his nap, Angel gave them both a glaring eye. "Well, that wasn't too bad." Dash said.

"Yeah…Ah guess not. Woulda gone uh lot smoother if ya'll helped out more 'n complained less." AppleJack put her hat up on a knob next to the door and began smoothing out her mane.

"Are you still on me about that?" Dash sighed. "I helped, didn't I? How long are gonna hold that against…" She trailed off as her gaze began to center on the AppleJack's frame. The glistening long blonde mane trailed down her neck and swayed gently through the air as she tossed her head around a couple of times. Her orange fur coat appeared slightly damp as her most lovely form enveloped Dash's vision. Her wings began to twitch, and she quickly pinned them to her side before looking away.

"What?" AppleJack turned around to see Dash trying to appear nonchalant. "Ah'm sorry, sugarcube. Ah didn't quite catch that."

"Huh?" Dash quickly turned her head back to face her. "Oh, nothing. It's nothing. Forget it."

"Rainbow…" AppleJack approached her. "Are ya'll worried that ah'm mad at ya?"

"No." Dash cleared her throat. "Why would I think that?"

"Cause ah've been hollerin' all mornin' at ya'll tah stop yer yackin." She titled her head and gave Dash a worried look. "Ah didn't mean nothing by it."

"Yeah, I know that, AJ." She cleared her throat one last time. "I didn't either. I was just giving you a hard time.

"Ya sure yer not mad?"

"Geez AJ." Dash walked forward into the living room and sat down on the couch. "I'm not mad." Her ears wouldn't stop burning, and it was really bothering her.

"Alright then. Ah'm gonna make tea. Want any?"

"Tea? Ew, no thanks."

"What's wrong with tea?"

"Nothing. I just think its kind of gross."

AppleJack laughed and walked away into the kitchen. "Yer kinda strange today, Rainbow."

"Whatever…" Once she was gone, Dash laid back on the couch and growled at herself. If she was going to honest with herself, this wasn't the first time AppleJack had made her feel this way, but never would she allow herself to dwell on such whimsical thoughts. It was beneath her. Getting all mushy and weird was just not her style. Totally not cool. Besides, what would everypony think of her if the truth about her came out? The embarressment would just kill her. She growled again at herself and sat back up. Angel was getting very tired of her weird noises and sudden quick motions, so he got up and stormed off into one of the birdhouses right before AppleJack came back into the living room. The mug in her teeth was starting to burn her lips a bit, and she quickly set it down next to couch on a little table. "Hey…AJ."

"What's on yer mind, sugarcube?" AppleJack asked, blowing on the brim of her cup.

"Are you…really going to keep that braid in your mane from last night?" she asked.

"What braid?" she replied, reaching back with her hoof to the top of her neck. "Oh this braid. Ah suppose. Don't see no reason 'n gettin rid of it. Why? Doesn't it look nice?"

"Yeah, it does." Dash grinned a bit.

"Uh, Rainbow..." AppleJack put her mug down again, decided it was probably best to let it cool. "Is somethin' buggin' ya? Ya'll know ah ain't mad, right?"

"Oh my gosh, AJ." Dash groaned, putting her face in her hoof. "I'm not mad, ok? You're not mad, I'm not mad, nopony is mad."

"Ya sure? Cause...ya'll seem kinda mad." She scooted closer to her. "Whatever it is, ah'm sorry."

"Seriously! I'm not mad!"

AppleJack nearly jumped back away from her. "A-Alright..."

Darn. That was so not cool of her. Dash gave herself an inward scowl. "AJ, I am so sorry..."

"No need tah apologize, hun." she replied, giving her a smile. "Ah know we can butt heads now 'n again. If ya'll don't wanna talk about it, then ah get it."

Dash sighed and turned to face her. "No...no, I'm sorry, AJ." she said quietly, looking down. "I can be a real jerk sometimes. I promise. You didn't do anything." She felt extremely frustrated. For a brief moment, she had let herself get carried away emotionally while gazing upon her friend, and now she was taking her anger at herself out on the very pony she cared and felt fondly about.

"Listen, sugarcube." She put a hoof on Dash's shoulder. "Ah know ya'll said ya don't feel like talkin' 'bout it, but ya'll know that if there's anything botherin' ya, feel free tah tell me."

"Thanks…" Dash sighed. Maybe she could say something. It was clear as crystal that she was conflicted, and denying it might make her look like more of a jerk. After having such an angry outburst, maybe they both would feel better if she opened up a little. Then again, maybe it would make it worse. "…but I promise I'm fine."

AppleJack brought her hooves back to her mug and sipped her warm tea again. "Alright. Ah'm here just 'n case." A few moments of silence went by, and Dash watched the floor while nervously pressing her hooves together. For the longest time she wanted to speak her mind to that lovely farming mare on her apple orchard. Some nights, she would curl up in bed and imagine how she would express herself. Usually, she thought of ways to let AppleJack know somepony was interested in her anonymously. Having flowers and chocolates delivered was a possibility, but that still wouldn't bring them any closer together. She had to know it was from her. Maybe if they had a picnic with their pets together or something. Eventually, she would give up on the how and focus more on the what, as in, what would happen next. Would AppleJack be surprised? Yeah, probably. Duh. Would she be scared? Who wouldn't be. Dash already felt scared to the bone. "Uh, hey…Rainbow?" Applejack waved her hoof in front of her face.

"Huh?" Dash broke herself away from her thoughts and faced her. "Sorry, did you say something?"

"No." AppleJack looked worried again. "Are you feelin' alright, hun?"

"Uh…yeah, totally." Dash tried to laugh it off. "Never better. Just maybe cold, or something." Dash felt AppleJack scoot very close to her, and their sides pressed together. Her eyes widened in shock. "H-Hey, AJ what they hay?"

"Ya'll said yer cold, right?" She smiled at her and giggled. "Is this better?"

"Y-Yeah…" Dash quickly turned away again to hide her red face.

"Good." She took another sip and put her now lukewarm tea down. "Ah'm a bit cold mahself."

"W-Well…" Dash wiggled her hoof against her nose. "Glad I could help, I guess."

AppleJack laughed a bit harder and nudged her side. "Don't ya'll worry none. Ah ain't gonna tell nopony yer such uh big softy."

She scowled, her face now bright pink. "Whatever…"

"Me 'n AppleBloom cuddle up together like this all the time when it's cold out." she said. "When we were just lil fillies, Big Mac would let us use 'em as uh big pillow next tah the fire." Dash could sort of imagine it. The three members of the Apple Family all cuddled up together didn't really click in her mind. Something was missing in that metal picture. She began to imagine it was just her by the fire. That was kind of better. Finally, she imagined just the both of them together all huddled up against each other. Now that was a image worth painting of. "Uh, Rainbow? Hello?"

"Huh?" she nearly gasped. "Oh, uh, yeah that sounds pretty cool, I guess…I never really had anyone to curl up with when I was growing up."

"Not even yer parents?"

"Well, yeah sort of. I don't know, maybe. I remember getting in trouble a lot as a filly. That's about it."

AppleJack chuckled. "Ya'll musta been uh real hoof-ful. Ah can just picture it. Lil filly Rainbow Dash goin' round 'n tearin' up the skies."

Dash laughed. "Aw yeah! That was me! I probably broke ever lamp in my parents house trying to do tricks when I was grounded inside"

"Sound's a lot like lil AppleBloom tah me. If ah don't let her play until she's nice 'n tired, then she might make uh big mess 'n the kitchen." she said. "Bet ya'll were just as cute as her too."

Dash blushed again. If AppleJack kept this up, she'd have to sit somewhere else before her ears caught fire. "I guess."

"Aw c'mon now." she said. "Bet ya'll were just the most cutenest thing since puppies 'n uh pile uh hay."

"Whatever…" Dash pulled her wings as tight as she possibly could against her body. The tips of her feathers were on the verge of twitching.

"See, that's where ah don't get ya."

"What do you mean?"

"Ya'll ain't foolin nopony." AppleJack nudged her shoulder. "Fer somepony who likes gettin' compliments, it feel like ya'll just kinda shut down every time ah give ya one."

"What? No I don't." she retorted, sounding defensive. "If anything, you annoy me."

"Well then ya'll sure must like bein' annoyed." she laughed, "Cause yer face is pinker than uh pig 'n uh blanket."

"No it isn't!" she protested, her face growing darker. The visible change in complexion betrayed her words.

"Ah'm just teasin' ya, silly!" AppleJack nudged her shoulder again. With a scowl, Dash turned to face her. She wanted to make it very clear that AppleJack's little game she was playing was bugging her. Instead of being taken back by her evil glare, AppleJack simply leaned forward and rubbed their noses together with an smirk on her face.

As Rainbow Dash sat there stiff as a board with shock, the blond simply picked up her tea again to take sip.

-o0o-

Fluttershy slowly opened her eyes, blissfully content with how warm and cozy she felt underneath her soft blankets. The scenery around her appeared foreign to her, yet very relaxing and visually appealing to the eye. Wherever she was, everything around her looked dazzling. Her face broke into a smile, remembering who's bed she was immensely enjoying. When she looked around the room, she couldn't see her lovely host anywhere. Had she gone out? There were no noises coming from downstairs, so she must have left for a bit. It wasn't until her gaze lowered to the floor that she saw the most beautiful white mare curled up on the floor. She appeared to be sleeping, and Fluttershy felt content enough just to watch her quietly snore.

It dawned on her that Rarity had stayed with her this whole time, never once leaving her side. Immediately she felt bad. Not only did Rarity offer her the bed to herself, but she even stayed with her this entire time while taking great care not to disturb her while she slept. As Fluttershy rustled the blankets to get out of bed, Rarity slowly got up and yawned. Maybe she hadn't been asleep after all. Probably just resting her eyes after a long night.

"Fluttershy?" Rarity smacked her lips once before letting out another yawn. "I'm terribly sorry, dear. Did I wake you?"

She shook her head. "No not at all…I just woke up."

Rarity put a hoof on her shoulder and smiled. "Oh you simply must stay in bed. Please don't feel as if you need to get up. You need your rest."

Fluttershy laid her head back down on the bed and nodded. "Thank you, Rarity."

"Are you comfortable enough?" she asked, "I could fetch another blanket if you would like."

"Oh, I'm alright." she replied, "It's ok. I'm very warm."

Rarity sighed with relief. "Oh thank heavens. I was afraid you may have been cold this entire time. Would you like me to fetch you anything? Some tea? More soup?"

"Oh I couldn't ask for anything more from you…"

"I insist." She smiled at her and gave her a little pat on the head. "At the very least allow me to get you some water."

"Um…well, ok."

"I'll be back in a moment, darling." Rarity trotted out of the room quickly down the stairs, and Fluttershy yawned sleepily before sitting up. As soon as her shoulders left the comforting warmth of the blankets, she shivered a tiny bit, but brushed it off. She hadn't noticed before, but there were a lot of very cute stuffed animals by the foot of the bed. They all looked very welcoming, and she giggled while picking up one of them. The little grey puppy in her hooves was just begging for a hug, and she gave him one.

"I see you've met Diamond." Rarity said, smiling as she came in levitating a small glass of water in front of her.

"He's so cute…" Fluttershy held him up before giving her another hug. "I love him."

"I'm glad. He's my favorite. Well, one of my favorites." Rarity set the glass down on the nightstand and sat down on her haunches by the bed. She put a hoof on Fluttershy's forehead for a second. "You don't seem to have a fever. That's good."

Fluttershy nodded, although she already knew that she probably didn't have one. "Thank goodness."

"You…You look quite…peaceful…when you sleep." Rarity muttered, remembering how she felt the yellow mare hug her hoof as she fell asleep. "Are you feeling any better?"

"A million times better." she replied, setting down Diamond next to her. "I haven't slept that well in a long time. You're bed is amazing."

"Why thank you." Rarity replied. "I made the entire thing myself. I even stuffed the mattress."

"It's the most comfortable bed I've ever slept in. I never want to leave it."

After how adorable Fluttershy looked sleeping in between her blankets, she didn't ever want her to leave either. "Thank you ever so much…" she blushed a bit nervously. "Please feel free to relax for as long as you like."

"Thank you…but…Do you want to sleep in your bed?" she asked, patting down the blankets, "I feel bad seeing you sleep on the floor."

"Oh it's perfectly alright, darling. You needed your rest. I completely understand. There are some days after sewing for hours that I need my rest too. Don't trouble yourself over me."

"Well…if you're sure."

"I am quite sure."

Fluttershy sipped her water, with the help of Rarity's magic, and she smiled up at her. "I really needed that. Thank you."

"My pleasure. Are you sure I can't get you anything else?"

"I'm sure." With Diamond the puppy back next to his friends by the foot of the bed, Fluttershy scanned the animals again. Amongst the white and grey little critters, there was something out of place. Throughout the entire room, the color pallet seemed to match overtones of pail white and pearl satin, but a hint of yellow stuck out like an out of place filly in school. She leaning over to reach for the stuffed animal. Rarity then realized what she was reaching for and panicked. Her heart raced, and she froze in place as Fluttershy pulled out the yellow and pink stuffed animal. She immediately thought it was an oddly shaped duck, but after a second more of closer inspection, she realized with great surprise that it was actually her. The little stuffed animal was her. Even the long mane and tail had been expertly crafted to her likeness. "U-Uh…"

Rarity snatched it away and quickly pushed it under the bed, her white face rosy with pink blush. "T-That's…um…nothing…"

"Was that…me?" Fluttershy asked, nearly at a loss for words.

Rarity looked completely and utterly flustered. "W-Well, perhaps it was…" she cleared her throat and backed up from the bed a little as she pondered whether or not she should lie. Before she could explain herself, she was cut off.

"I like it."

She coughed. "Y-You, like it?"

Fluttershy nodded her head with an innocent smile. "I do. I thought it was really cute."

Rarity laughed nervously. "W-Why thank you…"

"Can I hold it?"

"Um…s-sure…" She slowly brought the stuffed Fluttershy out from under the bed and held it out.

Fluttershy took it with both hooves and giggled. "It's amazing…So lifelike…and adorable!"

Rarity tried with all her might to control her urge to clear her throat rowdily. "I'm…very glad you like it."

"Did you make a stuffed animal out of all the girls?" she asked.

That thought never dawned on her. She had made the stuffed animal as more of a personal keepsake than an artistic product of creativity. The most basic reason behind owning such an object was much too personal for her to admit to anypony. If Fluttershy wasn't so dense about such things, she could have died of sheer embarrassment on the spot. In fact, at that moment she felt like crying. She felt so stupid for leaving it out. After so many nights of sleeping with the little stuffed Fluttershy, she had completely forgot about its presence. "N-No…I haven't…yet." she lied.

Fluttershy gave the little plushy a hug and squealed with delight. "You must really treasure me as a friend for making this."

That wasn't the half of it.

"Y-Yes…I do…" With nerves on edge and face pink as flower petals, Rarity stammered through her words. "Perhaps I should…fetch you some more soup."

Before Fluttershy could protest, Rarity had already trotted out the bedroom door. She was let there in bed to marvel at what she was holding. The stitching that held the stuffed Fluttershy together was completely invisible. This was without a doubt the product of a master craftsmare who put great care and love into her work. The little yellow mare set the plushy down gently next to her and giggled. Whatever her motive was for creating such a lovely masterpiece, it was a very sweet and touching gesture.

When Rarity finally came back upstairs, she frantically placed another bowl of soup on the nightstand, having completely forgotten about the already cold bowl from before. She levitated the stuffed animal back underneath the rest of the little furry friends by the foot of the bed, and sighed with exasperation as she sat down. "There. Out of sight, out of mind. Now please have some soup. It's times like these that ponies much keep their strength up."

Fluttershy nodded and meekly did as she was told. Very carefully, she brought a spoonful up to her lips and blew against the surface of the steaming liquid. When she gulped the soothing liquid, she found it was just as good as before. "Thank you. It's delicious."

Rarity seemed to have calmed a bit. "Good. I'm glad to hear it." The bowl in her hooves became almost too hot to hold, and Fluttershy dropped it on her lap. Rarity tried to snatch it up as quickly as possible, but alas the soup met its demise through the threading of the blanket's fabric. With a very shocked and pained face, Fluttershy sprang up from the bed and yelped. The hot soup was beginning to burn her, and she jumped out of bed so not to ruin any more of the bedding. As she franticly searched the room for something to use as a sponge, Rarity pulled a pillowcase off of one of her pillows. She quickly dabbed it against Fluttershy's tummy. "Oh heavens no! Fluttershy, I am so sorry! So very truly sorry!"

Once the burning sensations had subsided a bit, Fluttershy calmed down. She winced as she said, "It's ok…ow…Oh no! I got it all over your bed!"

"Never mind the bed, darling! Are you alright?" Rarity pressed the pillowcase firmly against her tummy.

She winced again. "Yes…I think so…"

"Fluutershy, I am so so so so so sorry!"

"It's ok. I'm alright." she said, feeling her hooves all over her tummy.

Rarity scorned herself with a huff. "I completely forgot how hot the bowl was."

"Me too…" Fluttershy very gently pushed her hooves away from her tummy. "It's alright…I really am fine." She stopped trying to dry her off and looked up. Fluttershy couldn't help but notice that Rarity had started to tear up. "Rarity?…A-Are you crying?"

She shook her head adamantly. "Heavens no, dear…" she said, making a sniffling noise.

"I think you are…Did the bed mean that much to you?"

Rarity laughed nervously and wiped her face. "No not at all…"

"Then…why are you crying?"

She threw the pillowcase down on the floor and covered her face with her hooves. "I promise, I am doing no such thing." Her tears were from embarrassment over that stupid little plushy and for making a fool of herself in front of the mare she cherished.

Fluttershy felt dreadfully horrible. Was it something she said? Was Rarity lying about being upset about the bed? Was she mad at her? All she wanted to know was why she was crying. "Rarity, please tell me." She put a hoof on her shoulder. Once Rarity felt the gentle touch, her eyes watered even more. "Was it something I did?"

Very quickly and without warning, the now sobbing girl threw her hooves around Fluttershy's shoulders, pulling her into a firm hug. Many years of angst and hidden feelings that had always been knocking on the door of her heart had finally broken free. The crying was the only thing she could do to somewhat control herself. "Forget the bed, Flutttershy. Please just forget the bed…"

She did as she was told, gently squeezing her back. She reveled in the pleasant warmth of her friend's embrace, but was gravely saddened by her lamenting sobs. The feeling of Rarity's heaving shoulders as they held each other was driving the poor and confused Fluttershy to tears as well. "Please don't cry…"

Rarity laughed at herself and sniffled harder while wiping her eyes. "What in Equestia is wrong with me?" she muttered to herself, "I cannot begin to describe how sorry I am for behaving is such an unbecoming manner."

"There there now…" she replied, rubbing her cheek against the sobbing girl's wet chin. "It's ok. Just let it out."

This time, Rarity did as she was told. It took an agonizingly long half minute for her to regain her composure. "For Celestia's sake…" she mumbled. She felt tremendously silly for having such an irrepressible outburst of frenzied emotion. Nothing would give her more joy and happiness if Fluttershy would just kiss her cheek and tell her that everything is ok. It's too bad that hopes and dreams in the moment are mere passing fantasy that almost never come to pass.

"Did something happen?" Fluttershy asked, still very bewildered but determined to cheer up her friend. "Rarity, you're starting to scare me. You act like you have a terminal illness or something."

"Goodness no, dear." she sighed, finally regaining control of herself. "I promise I am not ill."

"Then…" Fluttershy pulled away a bit to look up at her. "Why are you crying?"

She laughed, placing a hoof on her face. "It's silly…"

"But serious enough for you to cry…" she replied, sounding very concerned.

"I feel like such a foolish filly for behaving like this." She took a deep breath and exhaled slowly.

"Why?" she asked, gently placing a hoof on her cheek.

Rarity gasped, feeling Fluttershy's hoof against her burning cheek. Her face visibly turned bright pink while one last tear trickled down her other cheek to her chin. Fluttershy watched and waited patiently for her response while wiping the tear away. Rarity looked like she wanted to say something. She did in facr desperately want to say something, but for the life of her, she could not put the words she needed together. She looked down dejectedly at the floor, thinking hard. When she brought her gaze back up to the yellow mare, she stammered more only to give up and look back down. Fluttershy did not want to push her at all. She just gave her a gentle smile and remained silent. Again Rarity looked up. Her loss for words had made her frustrated and frantic. There were so many things she wanted to say, but no discernable words that could possibly express her strong adoration and affection.

Rarity did the only thing she could possibly think of. She leaned forward, took a deep breath, and braced herself.

She kissed her.


End file.
